Exam 36: Fundamental Changes of Corporations

If a purchaser of all a corporation's assets continues the seller's product line, some courts impose upon the purchaser strict tort liability for defects in products previously manufactured by the seller corporation.

The court in the Cohen v. Mirage Resorts, Inc. case stated:

The secretary of state may bring an action for involuntary dissolution of a company if the corporation has not paid its annual franchise tax.

A court may dissolve a corporation in a proceeding brought by a shareholder when:

a. Action Corporation purchases all of the assets of the Bell Corporation. After the purchase, a creditor of the Bell Corporation asserts that, by buying the assets of the Bell Corporation, Action has automatically assumed all of Bell's obligations. Is he correct? Explain. b. Dicton Corporation is merged into the Crag Corporation. One of Dicton's creditors was not paid before the merger occurred. The creditor demands payment from the board of directors of the Crag Corporation. The board says that because the Dicton Corporation no longer exists, Crag has no obligation to the creditor. Who is right? Explain your answer.

The right of dissent would exist in all of the following cases EXCEPT where the corporation:

Management buyouts commonly make extensive use of borrowed funds.

To eliminate minority interests, which of the following are sometimes used to take a publicly held corporation private?

A sale of substantially all of the assets of a corporation that is in the ordinary course of business of the corporation will not require shareholder approval.

Dissolution of a corporation does not terminate its existence, and does not require that it liquidate its assets.

Shareholders do not have vested property rights resulting from provisions in the articles of incorporation.

The consolidation of AB Corporation and ZX Corporation requires the affirmative majority vote of:

After dissolution, the corporation must cease carrying on its business except as is necessary to wind up.

Appraisal rights:

A merger of Parker Corporation with Jones Corporation that results in only Parker Corporation's surviving normally would require approval of:

A creditor may petition the court to judicially dissolve a corporation if he has an unsatisfied judgment against the corporation and:

The Revised Act takes the position that consolidations are, for all practical purposes, obsolete.

The __________ gives shareholders who elect such a right in the articles of incorporation the power to dissolve the corporation.

If Able Corporation purchases all of the stock of Beta Corporation rather than all of its assets, there is now a change in Beta Corporation's legal status.

A short-form merger: